AS 2007 4791; BBl 2002 3148, 2004 3969
English is not an official language of the Swiss Confederation. This translation is provided for information purposes only and has no legal force.
A. General rule
Art. 1
1 The final title of the Civil Code applies to this Code unless the following provisions provide otherwise.2 The provisions of the new Code apply to existing companies from its commencement.
B. Deadline for amendments
Art. 2
1 Limited liability companies entered in the commercial register on the commencement of this Code but which do not fulfil the new requirements must amend their articles of association and regulations to the new provisions within two years.2 Provisions of the articles of association and regulations that are inconsistent with the new law remain in force until their amendment but for two years at the most.3 For limited liability companies that are entered in the commercial register when this Code comes into force, Articles 808a and 809 paragraph 4 second sentence only apply after expiry of the period allowed to amend the articles of association.4 Companies limited by shares and cooperatives that are entered in the commercial register when this Code comes into force whose name does not comply with the new statutory requirements must adapt their name to the new provisions within two years. On expiry of this period, the commercial register office amends the name ex officio.
C. Payment of contributions
Art. 3
1 Where in limited liability companies that are entered in the commercial register when this Act comes into force, allocations have not been made corresponding to the issue price of all capital contributions, these allocations must be made within two years.2 Until the full payment of the allocation to the level of the capital contributions, the company members are liable in accordance with Article 802 of the Code of Obligations in its version of 18 December 1936.
AS 53 185
D. Participation certificates and dividend rights
Art. 4
1 Shares in limited liability companies that indicate a nominal value and which are recorded under liabilities on the balance sheet, but will confer no right to vote (participation certificates), are deemed after two years to be capital contributions with the same property rights if they are not cancelled during this period by means of a reduction in capital. If the shares are cancelled, the former participants must be paid compensation corresponding to the true value of the certificates.2 The required resolutions of the members' general meeting may be passed with an absolute majority of the votes represented, even if the articles of association provide otherwise.3 Shares in limited liability companies that are not recorded under liabilities on the balance sheet are governed by the provisions on dividend rights certificates once this Act comes into force, even if they are designated participation certificates. They may not indicate a nominal value and must be designated dividend rights
E. Own capital contributions
Art. 5
Where limited liability companies acquired their own capital contributions before this Act comes into force, they must, provided they exceed 10 per cent of the nominal capital, sell the same or cancel the same by means of a reduction in capital, within two years.
F. Duty to pay in further capital
Art. 6
1 Obligations under the articles of association to pay additional capital contributions that were established before this Act comes into force and that exceed twice the nominal value of the capital contributions, remain legally valid and may only be reduced by following the procedure under Article 795c.2 Otherwise, the new provisions apply after this Act comes into force, in particular in relation to the call for additional capital contributions.
G. External auditor
Art. 7
The provisions of this Act on the external auditor apply from the first financial year that begins when this Act comes into force or thereafter.
H. Voting rights
Art. 8
1 Limited liability companies that have conferred right to vote before this Act comes into force that are not dependent on the nominal value of the capital contributions are not required to amend the corresponding provisions to the requirements of Article 806.2 On the issue of new capital contributions, Article 806 paragraph 2 second sentence must be observed in every case.
J. Amendment of majority requirements in the artic
Art. 9
If a limited liability company, simply by reproducing the provisions of the old law, has adopted provisions in the articles of association that require qualified majorities to pass resolutions at the members' general meeting, the members' general meeting may within two years by an absolute majority of the votes represented resolve to amend these provisions in accordance with the new law.
K. Cancellation of shares and capital contribution
Art. 10
If, before this Act comes into force, the share capital or the nominal capital is reduced to zero for the purposes of restructuring and thereafter increased again, the membership rights of the former shareholders or company members cease to exist when this Act comes into force.
L. Exclusivity of registered business names
Art. 11
The exclusivity of business names that were entered in the commercial register before this Act comes into force is assessed in accordance with Article 951 of the Code of Obligations in its version of 18 December 1936.
AS 53 185